Common use of Lockbox Clause in Contracts

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify Except as may otherwise be established by Lender in writing, a Lockbox Account will be established or assigned, as the case may be, for the benefit of Lender into which all persons who are obligated Collections from Account Debtors with respect to accounts receivable shall be deposited. The Lockbox Account will be maintained at the expense of Debtor. Debtor agrees to deposit all Collections it receives with respect to accounts receivable in the Lockbox Account and will instruct each Account Debtor to make all payments on accounts (“Account Debtors”) receivable to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the said Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to All funds in the Lockbox Account will be remitted as instructed by Lender, for application to the Indebtedness, or other address provided by Crestmark otherwise. As Collateral for the repayment of the Indebtedness, Debtor does hereby sell, transfer, assign, set over and convey to, and grants a security interest to Lender in, all right, title and interest of Debtor in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and to all amounts deposited, from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form receivedAccount. That means if the funds are received Any Collections relating to accounts receivable held by mail, the Debtor checks will be sent pending deposit to the Lockbox Account uncashedas provided in this Agreement, shall be held in trust for the benefit of Lender until such amounts are deposited into the Lockbox Account. All Collections in respect of accounts receivable received by Debtor and if the funds are received electronically, the funds will not deposited directly by each Account Debtor shall be transferred immediately remitted to the Lockbox Account electronically. Crestmark will have sole possession no later than the next Business Day following Debtor’s receipt thereof, and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Accountif such Collections are not remitted on a timely basis, it belongs shall be an immediate Event of Default hereunder. Debtor’s failure to Crestmarkcomply with this Section shall be an immediate Event of Default hereunder. Crestmark is the owner of all deposits in the Lockbox AccountTHERMO COMMUNICATIONS FUNDING, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by BorrowerLLC – PVBJ, INC.

Lockbox. (a) Borrower must immediately notify all persons who are obligated on accounts will, at the request of Bank, execute a Wholesale Lockbox Service Addendum Agreement (“Account DebtorsLockbox Agreement”) in form and substance acceptable to Bank and such other documentation as Bank may reasonably require to establish and maintain the lockbox (“Lockbox”) and the remittances account and all other cash management services of Bank and its affiliates provided in connection with this Agreement. (b) Upon the occurrence of an Event of Default: (i) Borrower will (a) maintain in full force and effect, and comply in all respects with the Lockbox Agreement; (ii) direct all of its Account Debtors to make remittance to the Lockbox; and (iii) deposit directly into the remittances account all Proceeds received by Borrower from Account Debtors and otherwise. Funds received in any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower Lockbox will be transferred daily by Bank to the lock box address or pursuant to the wire transfer or ACH instructions set forth applicable Demand Deposit Dominion Account in the Schedule name of Borrower (the “Lockbox Dominion Account”). The remit to address on all documents related ) and thereafter credited by Bank first to the accounts, including invoices, purchase orders, Borrower’s Loan Account and any other unpaid Indebtedness in such manner as Bank desires. Bank will not be required to credit Borrower’s Loan Account with the amount of any check or contracts other instrument constituting provisional payment until the Bank has received final payment thereof at its office in cash or solvent credits accepted by the Bank. (“Documents”ii) must be Borrower will notify the Lockbox Account. At Crestmark’s request, all Documents must be marked Bank of such collections as are received directly by Borrower to show assignment to Crestmark, and will hold the proceeds received from such collections in trust for the Bank without commingling the same with other funds of the Borrower must notify each Account Debtor by mail that and will turn the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, same over to the Lockbox Bank immediately upon receipt in the identical form received. Proceeds so transmitted to the Bank may be handled and administered in and through the remittances account. (iii) Bank may apply against the outstanding balance of Borrower’s Loan Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time any collections on and Proceeds from Accounts Receivable forwarded to Bank and/or in Bank’s possession (including, without limitation, any such collections and Proceeds in any Lockbox, remittances account or any operating or other account maintained or to be maintained by or for Borrower at Bank). (iv) Borrower will, at the request of the Bank, notify the Account Debtors of the security interest of the Bank in any Account and will instruct Account Debtors to remit payments directly to Bank, and the Bank may itself, at any time, so notify Account Debtors. REVOLVING LOAN AND SECURITY AGREEMENT 22 (c) Borrower acknowledges Bank’s right of offset and at the security interest in Borrower’s accounts including the Dominion Account granted to Bank hereunder. Upon the occurrence of an Event of Default, Borrower will relinquish its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor control of the assignment Dominion Account and in addition to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kindrights and remedies available to Bank, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall Bank will immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession dominion and control over the Lockbox and the Dominion Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (“"Account Debtors”") to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “"Debtor”") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “"Lockbox Account”"). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“"Documents”") must be the Lockbox Account. At Crestmark’s 's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s 's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third third-party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If as a result of collections from Account Debtors, a credit balance exists with respect to the Loan, Crestmark shall transfer such funds into an account designated by Borrower if requested by Borrower for so long as no Default exists subject to the terms and conditions of this Agreement. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify Except as may otherwise be established by Lxxxxx in writing, a Lockbox Account will be established or assigned, as the case may be, for the benefit of Lender into which all persons who are obligated Collections from Account Debtors with respect to accounts receivable shall be deposited. The Lockbox Account will be maintained at the expense of Debtor. Dxxxxx agrees to deposit all Collections it receives with respect to accounts receivable in the Lockbox Account and will instruct each Account Debtor to make all payments on accounts (“Account Debtors”) receivable to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the said Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to All funds in the Lockbox Account will be remitted as instructed by Lxxxxx, for application to the Indebtedness, or other address provided by Crestmark otherwise. As Collateral for the repayment of the Indebtedness, Debtor does hereby sell, transfer, assign, set over and convey to, and grants a security interest to Lender in, all right, title and interest of Debtor in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and to all amounts deposited, from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form receivedAccount. That means if the funds are received Any Collections relating to accounts receivable held by mail, the Debtor checks will be sent pending deposit to the Lockbox Account uncashedas provided in this Agreement, shall be held in trust for the benefit of Lender until such amounts are deposited into the Lockbox Account. All Collections in respect of accounts receivable received by Debtor and if the funds are received electronically, the funds will not deposited directly by each Account Debtor shall be transferred immediately remitted to the Lockbox Account electronically. Crestmark will have sole possession no later than the next Business Day following Debtor’s receipt thereof, and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Accountif such Collections are not remitted on a timely basis, it belongs shall be an immediate Event of Default hereunder. Dxxxxx’s failure to Crestmark. Crestmark is the owner comply with this Section shall be an immediate Event of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by BorrowerDefault hereunder.

Lockbox. (a) Borrower must immediately notify all persons who are obligated on accounts will, at the request of Bank, execute a Wholesale Lockbox Service Addendum Agreement (“Account DebtorsLockbox Agreement”) in form and substance acceptable to Bank and such other documentation as Bank may reasonably require to establish and maintain the lockbox (“Lockbox”) and the remittances account and all other cash management services of Bank and its affiliates provided in connection with this Agreement. (b) Upon the occurrence of an Event of Default: REVOLVING LOAN AND SECURITY AGREEMENT 22 (i) Borrower will (a) maintain in full force and effect, and comply in all respects with the Lockbox Agreement; (ii) direct all of its Account Debtors to make remittance to the Lockbox; and (iii) deposit directly into the remittances account all Proceeds received by Borrower from Account Debtors and otherwise. Funds received in any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower Lockbox will be transferred daily by Bank to the lock box address or pursuant to the wire transfer or ACH instructions set forth applicable Demand Deposit Dominion Account in the Schedule name of Borrower (the “Lockbox Dominion Account”). The remit to address on all documents related ) and thereafter credited by Bank first to the accounts, including invoices, purchase orders, Borrower’s Loan Account and any other unpaid Indebtedness in such manner as Bank desires. Bank will not be required to credit Borrower’s Loan Account with the amount of any check or contracts other instrument constituting provisional payment until the Bank has received final payment thereof at its office in cash or solvent credits accepted by the Bank. (“Documents”ii) must be Borrower will notify the Lockbox Account. At Crestmark’s request, all Documents must be marked Bank of such collections as are received directly by Borrower to show assignment to Crestmark, and will hold the proceeds received from such collections in trust for the Bank without commingling the same with other funds of the Borrower must notify each Account Debtor by mail that and will turn the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, same over to the Lockbox Bank immediately upon receipt in the identical form received. Proceeds so transmitted to the Bank may be handled and administered in and through the remittances account. (iii) Bank may apply against the outstanding balance of Borrower’s Loan Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time any collections on and Proceeds from Accounts Receivable forwarded to Bank and/or in Bank’s possession (including, without limitation, any such collections and Proceeds in any Lockbox, remittances account or any operating or other account maintained or to be maintained by or for Borrower at Bank). (iv) Borrower will, at the request of the Bank, notify the Account Debtors of the security interest of the Bank in any Account and will instruct Account Debtors to remit payments directly to Bank, and the Bank may itself, at any time, so notify Account Debtors. (c) Borrower acknowledges Bank’s right of offset and at the security interest in Borrower’s accounts including the Dominion Account granted to Bank hereunder. Upon the occurrence of an Event of Default, Borrower will relinquish its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor control of the assignment Dominion Account and in addition to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kindrights and remedies available to Bank, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall Bank will immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession dominion and control over the Lockbox and the Dominion Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower Xxxxxxxx must immediately notify all persons who are obligated on accounts (“"Account Debtors”") to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “"Debtor”") to remit all payments due Borrower to the lock box lockbox address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “"Lockbox Account”"). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“"Documents”") must be the Lockbox Account. At Crestmark’s Pathward's request, all Documents must be marked by Borrower to show assignment to CrestmarkPathward, and Borrower Xxxxxxxx must notify each Account Debtor by mail that the Account has been assigned to Crestmark Pathward and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or CrestmarkPathward, at Crestmark’s Pathward's sole discretion, to the Lockbox Account or other address provided by Crestmark Pathward in writing. The language used in such notices shall be approved by Crestmark Pathward in writing. Crestmark Pathward may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark Pathward or to notify Debtor of the assignment to CrestmarkPathward. All expenses for notification of each Account Debtor will be paid by BorrowerXxxxxxxx. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for CrestmarkPathward, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark Pathward will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to CrestmarkPathward. Crestmark Pathward is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. (a) Bank shall require Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all establish a lockbox under the control of Bank to which Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that shall forward all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Accounts and other Collateral. Borrower or Crestmark, at Crestmarkshall pay all of Bank’s sole discretion, to the Lockbox Account or other address provided by Crestmark standard fees and charges in writing. The language used in connection with such notices shall be approved by Crestmark in writing. Crestmark lockbox arrangement as such fees and charges may at any time and change from time to time. Borrower shall notify Account Debtors on the Accounts to forward payments on the Accounts to the lockbox; provided, however, that after an event or condition has occurred which but for notice or the passage of time, or both, would constitute an Event of Default, that Bank shall have the right to directly contact Account Debtors at any time to ensure that payments on the Accounts are directed to the lockbox. All payment items received by Borrower on Accounts and at its sole discretion, notify any Debtor or third party payee sale of Inventory and other Collateral shall be held by Borrower in trust for Bank and not commingled with Borrower’s funds and shall be deposited promptly by Borrower to make payments payable directly to Crestmark or to notify Debtor the lockbox. All such items shall be the exclusive property of Bank upon the earlier of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid receipt thereof by Bank or by Borrower. MIMIO LLC v1 If notwithstanding Borrower hereby grants to Bank a security interest in and lien upon all items and balances held in the notice lockbox as collateral for the Indebtedness. (b) Borrower hereby irrevocably appoints Bank (and any duly authorized Person designated by Bank) as Borrower’s attorney-in-fact to Debtors, Borrower receives endorse Borrower’s name on any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collectiondrafts, enforcement, sale money orders or other disposition media of payment which come into Bank’s possession or control; this power being coupled with an interest is irrevocable so long as any of the Collateral Indebtedness remain outstanding. Such endorsement by Bank under power of attorney shall, for all purposes, be deemed to have been made by Borrower (defined below), whether derived prior to any subsequent endorsement by Bank) in negotiation of the ordinary course item. Bank will not exercise such power of business attorney until after an event or notcondition has occurred which but for notice or the passage of time, or if Borrower receives any proceeds both, would constitute an Event of insuranceDefault. (c) For the purpose of calculating interest due under this Agreement, tax refunds or any payment items received into the lockbox shall be deemed applied by Bank on account of the Loan as collected and all other funds of any kindcleared by Bank, Borrower shall hold such funds in trust subject to chargebacks for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form receiveduncollected payment items. That means if the funds are No payment item received by mail, the Debtor checks will be sent Bank shall constitute payment to Bank until such item is actually collected by Bank and credited to the Lockbox Account uncashedlockbox; provided, and if however, Bank shall have the funds are received electronically, the funds will be transferred immediately right to charge back to the Lockbox Account electronically. Crestmark will have sole possession and control over lockbox any item which is returned for inability to collect, plus accrued interest during the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right period of Bank’s provisional credit for such item prior to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner receiving notice of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrowerdishonor.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions Except as otherwise set forth below, Borrower shall at all times cause any funds received by Borrower from any source immediately to be deposited into a cash collateral account at Bank in the Schedule Borrower’s name (the “Lockbox Cash Collateral Account”), over which Bank shall have exclusive and unrestricted access. The remit Borrower shall direct its customers to address on mail or deliver all documents related checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of April 28, 2013, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall immediately be directed to the accountsLockbox. Bank shall collect the mail delivered to such post office box, including invoicesopen such mail, purchase ordersand endorse and credit all items to the Lockbox. All funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Bank to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or contracts (“Documents”) must be otherwise. Bank shall have all right, title and interest in all of the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and items from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived time held in the ordinary course of business or not, or if Cash Collateral Account and their proceeds. Neither Borrower receives nor any proceeds of insurance, tax refunds or any and all other funds of any kind, person claiming through Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with have any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and right or control over the Lockbox use of, or any right to withdraw any amount from, the Cash Collateral Account, which shall be under the sole control of Bank. The Lockbox Bank will process all deposits and may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Bank may from time to time in its discretion make Advances to Borrower to cover checks or other items or charges that Borrower has no right drawn or made against its operating account (the “Operating Account”) or to cause payment of amounts due under the Loan Documents. Borrower authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Lockbox AccountOperating Account sufficient to cover any such charges then presented, it belongs such Advances to Crestmark. Crestmark is be subject to the owner terms of all deposits in the Lockbox Account, and has no duty this Agreement as though made pursuant to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid a Loan Advance/Paydown Request Form delivered by Borrower.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box lockbox address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. (A) Each Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to shall direct all Account Debtors to make payments on Accounts directly into a lockbox established by Borrowers over which Lender shall have sole control and authority pursuant to a Lockbox Agreement between Borrowers or any Borrower and Lender (the “Lockbox”). Lender, now or at any time or times hereafter, may take control of and endorse any Borrower’s name to any of the items of payment or proceeds described in this Section 4.5. For the purposes of this Section, each Borrower irrevocably, hereby makes, constitutes and appoints Lender, and all persons designated by Lender for that purpose, as such Borrower’s true and lawful attorney and agent-in-fact to take any such actions. All such items of payment or proceeds received through the Lockbox or directly from Borrowers or otherwise received by Lender, shall, unless Lender shall otherwise elect, be deposited into a cash collateral account maintained with Lender (the “Cash Collateral Account”) over which Lender has sole authority and shall be applied by Lender to the Liabilities in accordance with the terms of this Agreement. (B) Borrowers shall execute all documents requested by Lender with respect to the Cash Collateral Account and the Lockbox and agree to pay to Lender promptly upon demand for any and all fees, costs and expenses which Lender incurs or customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox and depositing for collection by the Bank any monies, checks, notes, drafts or other items of payment received and/or delivered on account of the Liabilities. (C) In the event that a Borrower maintains a controlled disbursement account at Lender, each check presented for payment against such controlled disbursement account and any other person charge or party that is liable request for payment against such controlled disbursement account shall constitute a request for a Revolving Loan. As an accommodation to Borrowers, Lender may permit telephone requests for Revolving Loans and electronic transmittal of instructions, authorizations, agreements or reports to Lender by Borrowers. Unless a Borrower (collectively specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from such Borrower, Lender shall have no liability to Borrowers for any loss or damage suffered by a “Debtor”) Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail it telephonically or electronically and purporting to have been sent to Lender by a Borrower and Lender shall have no duty to verify the origin of any such communication or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor authority of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by BorrowerPerson sending it.”

Lockbox. (a) Borrower must agrees that immediately notify all persons who are obligated on accounts upon Bank's request (“Account Debtors”whether or not any Event of Default exists), Borrower shall at their sole expense establish and maintain (and Bank, at Bank's option, may establish and maintain at Borrower's expense: (a) a United States Post Office lock box (the "Lock Box") to direct all Account Debtors which Bank shall have exclusive access and any other person or party that is liable to control. Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accountsexpressly authorizes Bank, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, to remove contents from the Lock Box, for disposition in accordance with this Agreement. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted to the Lock Box, and Borrower shall include a like statement on all invoices, and (b) a non-interest bearing deposit account with Bank which shall be titled as designated by Bank ("Cash Collateral Account") to which Bank shall have exclusive access and control. Borrower agrees to notify all account debtors and other parties obligated to Borrower that all payments made to Borrower by electronic funds transfer shall be remitted to the Cash Collateral Account, and Borrower, at Bank's request, shall include a like statement on all invoices. Borrower shall execute all documents and authorization as required by bank to establish and maintain the Lock Box and the Cash Collateral. (b) All items or amounts which are remitted to the Lock Box, to the Cash Collateral Account or otherwise delivered by or for the benefit of Borrower to Bank on account of partial or full payment of, or with respect to, any Collateral shall, at Bank's option, (i) be applied to the payment of the Obligations in such order or at such time of application as bank may determine in its sole discretion; or (ii) be deposited to the Cash Collateral Account. Borrower agrees that Bank shall not be liable for any loss or damage which Borrower may suffer as a result of Bank's processing or items or its exercise of any other rights or remedies under this Agreement, notify including without limitation indirect, special or consequential damages, loss of revenue of profits, or any Debtor claim, demand or action by any third party payee arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Borrower agrees to make payments payable directly indemnify and hold Bank harmless from and against all such third party claims, demands or action, and all related expenses or liabilities, including, without limitation, attorneys' fees and costs. (c) Borrower acknowledges and agrees that while the Bank is not requesting that a Lock Box be established at this time (although it reserves its right to Crestmark or to notify Debtor do so in the future), the bank is requesting that the Cash Collateral Account be established at this time as security for the payment of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives Obligations and that any funds from a Debtor, including any and all cash, checks, drafts and other instruments for the payment of money received by Borrower at any time, in full or wire transfers from the collection, enforcement, sale or other disposition partial payment of any of the Collateral shall forthwith, upon receipt be transmitted and delivered to Bank (defined below)property endorsed, whether derived where required so that such items may be collected by Bank) and deposited into the Cash Collateral Account. All electronic funds transfers shall be made into the Cash Collateral Account. Any items received by Borrower shall not be commingled with any other of Borrower" funds or property, but shall be held separate and apart form Borrower" own funds or property, and upon express trust for the benefit of the Bank until delivery thereof is made to Bank. As long as an Event of Default has not occurred, Borrower may have access to the Cash Collateral Account for the payment of obligations arising in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrowerbusiness.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (“Account Debtors”) to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “Debtor”) to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “Lockbox Account”). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“Documents”) must be the Lockbox Account. At Crestmark’s request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 THE SINGING MACHINE COMPANY, INC. 2 v3 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts generated by the Borrower with customers domiciled in the United States and Canada that are not considered foreign account debtors by Crestmark for purposes of determining whether an account is an Eligible Account under this Agreement (“Account Debtors”) to direct all Account Debtors such accounts, "Debtor Accounts" and any other person or party that is liable to Borrower (collectively such persons, collectively, a “"Debtor”") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “"Lockbox Account”"). The remit to address on all documents related to the accountsDebtor Accounts, including invoices, purchase orders, or contracts (“"Documents”") must be the Lockbox Account. At Crestmark’s 's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Debtor Account has been assigned to Crestmark and that all payments on the Debtor Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s 's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee with respect to a Debtor Account to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 Borrower shall not be required to deposit payments received with respect to COD sales or accounts that are not Debtor Accounts into the Lockbox Account. If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below)a Debtor Account, whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately within two business days deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronicallyAccount. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.

Lockbox. Borrower must immediately notify all persons who are obligated on accounts (“"Account Debtors”") to direct all Account Debtors and any other person or party that is liable to Borrower (collectively a “"Debtor”") to remit all payments due Borrower to the lock box address or pursuant to the wire transfer or ACH instructions set forth in the Schedule (the “"Lockbox Account”"). The remit to address on all documents related to the accounts, including invoices, purchase orders, or contracts (“"Documents”") must be the Lockbox Account. At Crestmark’s 's request, all Documents must be marked by Borrower to show assignment to Crestmark, and Borrower must notify each Account Debtor by mail that the Account has been assigned to Crestmark and that all payments on the Account, whether made by mail or electronically or otherwise must be made payable to Borrower or Crestmark, at Crestmark’s 's sole discretion, to the Lockbox Account or other address provided by Crestmark in writing. The language used in such notices shall be approved by Crestmark in writing. Crestmark may at any time and from time to time, and at its sole discretion, notify any Debtor or third party payee to make payments payable directly to Crestmark or to notify Debtor of the assignment to Crestmark. All all expenses for notification of each Account Debtor will be paid by Borrower. MIMIO LLC v1 If notwithstanding the notice to Debtors, Borrower receives any funds from a Debtor, including any cash, checks, drafts or wire transfers from the collection, enforcement, sale or other disposition of the Collateral (defined below), whether derived in the ordinary course of business or not, or if Borrower receives any proceeds of insurance, tax fax refunds or any and all other funds of any kind, Borrower shall hold such funds in trust for Crestmark, shall not mix such funds received with any other funds, and shall immediately deposit such funds in the Lockbox Account in the form received. That means if the funds are received by mail, the Debtor checks will be sent to the Lockbox Account uncashed, and if the funds are received electronically, the funds will be transferred immediately to the Lockbox Account electronically. Crestmark will have sole possession and control over the Lockbox Account. The Lockbox Bank will process all deposits and Borrower has no right to the Lockbox Account, it belongs to Crestmark. Crestmark is the owner of all deposits in the Lockbox Account, and has no duty as to collection or protection of funds as long as it is not grossly negligent or commits actual fraud. All Ali expenses plus any applicable administration and servicing fees of the Lockbox Account will be paid by Borrower.